Reservoir Minerals Appoints New Director, Adopts Shareholder Rights Plan, and Advance Notice Policy
12 März 2014 - 11:05PM
Marketwired
Reservoir Minerals Appoints New Director, Adopts Shareholder Rights
Plan, and Advance Notice Policy
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Mar 12, 2014) -
Reservoir Minerals Inc. ("Reservoir" or the "Company")
(TSX-VENTURE:RMC)(PINKSHEETS:RVRLF)(BERLIN:9RE)is pleased to
announce the appointment of Mr. Stephen Scott to the Board of
Directors (the "Board") of the Company and that its Board of
Directors has adopted a shareholder rights plan (the "Rights Plan")
designed to encourage the equal treatment of shareholders in
connection with any take-over bid for the outstanding securities of
the Company.
Mr. Scott is a senior mining and mineral exploration executive
with almost 30 years international industry experience. For the
past 15 years Stephen has worked for Rio Tinto in a number of
international management and commercial executive roles. Prior to
that, he held senior positions in the international junior/mid-cap
exploration and mining sector. Between 2002 and 2005 Stephen was
President Director of Rio Tinto Indonesia responsible for Rio
Tinto's Indonesian business activities including management the
company's interest in the Freeport Grasberg copper mine. Notable
projects and transactions Stephen either led or worked on in recent
years include; Oyu Tolgoi, La Granja, Pebble, Jadar (Serbia),
Chinalco Exploration Joint Venture, Hathor Exploration, DRC Iron
Ore, Ashton Canada, Penisquito, IRC Royalty package, Wafi, Ambler,
Corani, Rossing South, Greens Creek, Pinto Valley, Sulawesi Nickel,
Altynalmas Gold and Inova Resources (formally Ivanhoe
Australia).
Simon Ingram, President & CEO of Reservoir, commented, "We
are very pleased Stephen is joining the Reservoir board with his
wealth of international commercial mining experience. Reservoir
will benefit particularly from Stephen's major mining company joint
venture operational expertise as the Company develops the exciting
copper-gold Timok Project joint venture with Freeport in
Serbia."
Shareholder Rights Plan:
The Company also announces that its Board of Directors has
adopted a shareholder rights plan (the "Rights Plan") designed to
encourage the equal treatment of shareholders in connection with
any take-over bid for the outstanding securities of the Company.
The Rights Plan also provides the Board of Directors with
additional time to assess the advantages and disadvantages to any
particular offer and to seek out alternative proposals in the best
interests of the shareholders.
The Board has not adopted the Rights Plan in response to any
specific proposal to acquire control of the Company's outstanding
shares and the Rights Plan is similar to plans adopted by other
Canadian companies and approved by their shareholders. The Rights
Plan was not adopted to entrench management or prevent a change of
control of Reservoir. The Rights Plan does not apply to take-over
bids that meet certain requirements, including that the bid be made
by way of a take-over bid circular, be made to all shareholders and
be left open for at least 60 days so as to ensure that shareholders
have an adequate opportunity to assess the merits of the bid.
The Rights Plan will be presented to the shareholders of the
Company for approval at the annual and special general meeting to
be held on April 24, 2014 and is subject to regulatory acceptance.
If approved by the shareholders, the Rights Plan will have an
initial term of three years. A copy of the Rights Plan will be
available for viewing on SEDAR at www.sedar.com, and can also be
obtained from Reservoir.
Advance Notice Policy:
Reservoir announces the adoption by its Board of Directors of an
Advance Notice Policy in respect of the election of directors. The
purpose of the Policy is to provide shareholders, directors and
management of the Company with a clear framework for nominating
persons for election as directors of the Company. No person will be
eligible for election unless nominated in accordance with the
Policy.
The Policy was adopted to further the Company's commitments to:
(i) facilitating an orderly and efficient annual general or, where
the need arises, special meeting, process; (ii) ensuring that all
shareholders receive adequate notice of the director nominations
and sufficient information regarding all director nominees; and
(iii) allowing shareholders to register an informed vote after
having been afforded reasonable time for appropriate
deliberation.
The Policy requires advance notice to the Company where
nominations of persons for election to the Board of Directors are
made by shareholders. The Policy fixes a deadline by which
nominations of potential directors must be submitted to the Company
prior to any annual or special meeting of shareholders and sets
forth the information that must be included in the notice to the
Company.
For annual general meetings of shareholders, notice to the
Company of nominations of potential directors must be made not less
than 35 days and not more than 60 days prior to the date of the
meeting but if the annual meeting is to be held on a date that is
less than 50 days after the date on which the first public
announcement of the date of the annual meeting was made, notice may
be made not later than the close of business on the 10th day
following such public announcement.
For special general meetings of shareholders called for the
purpose of electing directors (whether or not called for other
purposes), notice to the Company of nominations of potential
directors must be made not later than the close of business on the
15th day following the day on which the first public announcement
of the date of the special meeting was made.
Pursuant to the terms of the Policy, the Company will seek
shareholder ratification of the Policy at its next annual and
special general meeting of shareholders. The Company also intends
to formalize the Policy by, subject to obtaining shareholder
approval at that meeting, incorporating its terms into its
Articles.
The full text of the Policy is available under the Company's
profile at www.sedar.com and on the Company's website
(www.reservoirminerals.com).
About the Company:
Reservoir Minerals Inc. is an international mineral exploration
and development company run by an experienced technical and
management team, with a portfolio of precious and base metal
exploration properties in Europe and Africa. The Company operates
an exploration partnership business model to leverage its expertise
through to discovery.
This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation. Such
forward-looking statements or information, including but not
limited to those with respect to the adoption and effect of the
Rights Plan and the Advance Notice Policy, regulatory and
shareholder approvals, the annual and special general meeting of
the Company's shareholders and the Company's mineral projects,
involve known and unknown risks, uncertainties, and other factors
which may cause the actual results, performance or achievements of
Reservoir Minerals Inc. to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements or information. Such factors include,
among others, failure of the shareholders of the Company to approve
the Rights Plan or Advance Notice Policy, failure to obtain
required regulatory approvals, the actual prices of commodities,
the actual results of current exploration, development and mining
activities, changes in project parameters as plans continue to be
evaluated, as well as those factors disclosed in documents filed
from time to time with the securities regulators in the applicable
Provinces of British Columbia and Alberta.
Neither TSX Venture Exchange nor the Investment Industry
Regulatory Organization of Canada accepts responsibility for the
adequacy or accuracy of this release.
Reservoir Minerals Inc.Chris MacIntyreVP Corporate
Development+1.416.703.0010chris@reservoirminerals.comwww.reservoirminerals.com
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